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                                                                   Exhibit 10.96

                                 MEZZANINE NOTE
                                (Third Mezzanine)

New York, New York
$250,000,000 January 9, 2006

      MEZZANINE NOTE (Third Mezzanine), dated as of January 9, 2006 (this
MEZZANINE NOTE), by CNL RESORT INTERMEDIATE MEZZ, LP, a Delaware limited
partnership (MEZZANINE BORROWER) having an office at c/o CNL Hotels & Resorts,
Inc., 450 South Orange Avenue, Orlando, Florida 32801, in favor of GERMAN
AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its
successors and assigns, MEZZANINE LENDER), having an office at 60 Wall Street,
New York, New York 10005.

      NOW, THEREFORE, FOR VALUE RECEIVED, Mezzanine Borrower promises to pay to
the order of Mezzanine Lender the Principal Amount (as defined below), together
with interest from the date hereof and other fees, expenses and charges as
provided in this Mezzanine Note.

1.    DEFINED TERMS.

      a.    Capitalized terms used but not otherwise defined herein shall have
            the respective meanings given thereto in the Mezzanine Loan
            Agreement (as defined below), unless otherwise expressly provided
            herein. All references to sections shall be deemed to be references
            to sections of this Mezzanine Note, unless otherwise indicated.

      b.    The following terms shall have the meanings ascribed thereto:

      DEFAULT RATE shall mean, with respect to an acceleration of the Mezzanine
      Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate
      and (b) three percent (3%) above the LIBOR Rate, adjusted from time to
      time as set forth herein.

      INTEREST DETERMINATION DATE shall mean, with respect to each Interest
      Period, the date which is two (2) Business Days prior to the first (1st)
      day of each calendar month. When used with respect to an Interest
      Determination Date, Business Day shall mean any day on which dealings in
      deposits in U.S. Dollars are transacted in the London interbank market.

      INTEREST PERIOD shall mean each interest period commencing on the first
      calendar day of a calendar month and ending on (and including) the last
      calendar day of such calendar month; provided that the first interest
      period shall commence on the date hereof.

      LIBOR shall mean, with respect to any Interest Determination Date, the
      rate (expressed as a percentage per annum rounded upwards, if necessary,
      to the nearest one hundredth (1/100) of one percent (1%)) for deposits in
      U.S. Dollars for a one (1) month period that appears on Telerate Page 3750
      (as defined below) as of 11:00 a.m., London time, on such Interest
      Determination Date. If such rate does not appear on Telerate Page 3750 as
      of 11:00 a.m., London time, on the applicable Interest Determination Date,
      the Mezzanine Lender shall request the principal London office of any four
      (4) prime banks in the

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      London interbank market selected by the Mezzanine Lender to provide such
      banks' quotations of the rates at which deposits in U.S. Dollars are
      offered by such banks at approximately 11:00 a.m., London time, to prime
      banks in the London interbank market for a one (1) month period commencing
      on the first day of the related Interest Period and in a principal amount
      that is representative for a single transaction in the relevant market at
      the relevant time. If at least two (2) such offered quotations are so
      provided, LIBOR will be the arithmetic mean of such quotations (expressed
      as a percentage and rounded upwards, if necessary, to the nearest one
      hundredth (1/100) of one percent (1%)). If fewer than two (2) such
      quotations are so provided, the Mezzanine Lender will request major banks
      in New York City selected by the Mezzanine Lender to quote such banks'
      rates for loans in U.S. Dollars to leading European banks as of
      approximately 11:00 a.m., New York City time, on the applicable Interest
      Determination Date for a one (1) month period commencing on the first day
      of the related Interest Period and in an amount that is representative for
      a single transaction in the relevant market at the relevant time. If at
      least two (2) such rates are so provided, LIBOR will be the arithmetic
      mean of such rates (expressed as a percentage and rounded upwards, if
      necessary, to the nearest one hundredth (1/100) of one percent (1%)). If
      fewer than two (2) rates are so provided, then LIBOR will be LIBOR used to
      determine the LIBOR Rate during the immediately preceding Interest Period.

      LIBOR MARGIN shall mean 2.7205% per annum.

      LIBOR RATE shall mean, with respect to each Interest Period, an interest
      rate per annum equal to the sum of (a) LIBOR, determined as of the
      Interest Determination Date immediately preceding the commencement of such
      Interest Period, plus (b) the LIBOR Margin.

      MATURITY DATE shall mean February 1, 2011, or such earlier date on which
      the final payment of principal of this Mezzanine Note becomes due and
      payable as provided in the Mezzanine Loan Agreement or this Mezzanine
      Note, whether at such stated maturity date, by declaration of
      acceleration, or otherwise; provided, notwithstanding the foregoing, the
      Maturity Date shall automatically be deemed to refer to any earlier date
      that the Mortgage Loan is defeased in full or paid in full (including,
      without limitation, as a result of an acceleration thereof, a refinancing
      or otherwise).

      MATURITY DATE PAYMENT shall have the meaning set forth in Section 3(d).

      MEZZANINE BORROWER shall have the meaning provided in the first paragraph
      hereof.

      MEZZANINE LENDER shall have the meaning provided in the first paragraph
      hereof.

      MEZZANINE LOAN AGREEMENT shall mean the Mezzanine Loan and Security
      Agreement (Third Mezzanine), dated the date hereof, between Mezzanine
      Borrower and Mezzanine Lender.

      MEZZANINE NOTE shall have the meaning provided in the first paragraph
      hereof.

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      MORTGAGE BORROWER shall mean, collectively, CNL Biltmore Resort, LP, CNL
      Resort Hotel, LP, CNL Resort Silver Properties, LP, CNL Grand Wailea
      Resort, LP, CNL Resort Claremont, LP, and CNL Desert Resort, LP.

      MORTGAGE LOAN shall mean that certain $1,000,000,000 loan, made as of the
      date hereof, from German American Capital Corporation to Mortgage
      Borrower, as the same may be amended, restated, replaced, supplemented or
      otherwise modified from time to time.

      PAYMENT DATE shall be the first calendar day of each calendar month and if
      such day is not a Business Day, then the Business Day immediately
      preceding such day, commencing on March 1, 2006 and continuing to and
      including the Maturity Date.

      PREPAYMENT DATE shall have the meaning provided in Section 4(a)(i).

      PREPAYMENT FEE shall mean a non-refundable fee equal to in connection with
      Mezzanine Borrower's payment of the Mezzanine Loan (or any part thereof,
      to the extent permitted by the Loan Documents (Third Mezzanine)) (i) on or
      after the date hereof to and including March 1, 2006, 1.00% of the
      outstanding Principal Amount then being paid, (ii) after March 1, 2006 and
      to and including April 1, 2006, 0.95% of the outstanding Principal Amount
      then being paid, (iii) after April 1, 2006 and to and including May 1,
      2006, 0.85% of the outstanding Principal Amount then being paid, (iv)
      after May 1, 2006 and to and including June 1, 2006, 0.80% of the
      outstanding Principal Amount then being paid, (v) after June 1, 2006 and
      to and including July 1, 2006, 0.75% of the outstanding Principal Amount
      then being paid, (vi) after July 1, 2006 and to and including August 1,
      2006, 0.70% of the outstanding Principal Amount then being paid, (vii)
      after August 1, 2006 and to and including September 1, 2006, 0.65% of the
      outstanding Principal Amount then being paid, (viii) on September 1, 2006
      and to and including October 1, 2006, 0.60% of the outstanding Principal
      Amount then being paid, (ix) after October 1, 2006 and to and including
      November 1, 2006, 0.55% of the outstanding Principal Amount then being
      paid, (x) after November 1, 2006 and to and including December 1, 2006,
      0.50% of the outstanding Principal Amount then being paid, (xi) after
      December 1, 2006 and to and including January 1, 2007, 0.45% of the
      outstanding Principal Amount then being paid, (xii) after January 1, 2007
      and to and including February 1, 2007, 0.40% of the outstanding Principal
      Amount then being paid, (xiii) after February 1, 2007 and to and including
      March 1, 2007, 0.35% of the outstanding Principal Amount then being paid,
      (xiv) after March 1, 2007 and to and including April 1, 2007, 0.30% of the
      outstanding Principal Amount then being paid, (xv) after April 1, 2007 and
      to and including May 1, 2007 0.25% of the outstanding Principal Amount
      then being paid, (xvi) after May 1, 2007 and to and including June 1,
      2007, 0.20% of the outstanding Principal Amount then being paid, (xvii)
      after June 1, 2007 and to and including July 1, 2007, 0.15% of the
      outstanding Principal Amount then being paid, and (xviii) after July 1,
      2007 and to and including August 1, 2007, 0.10% of the outstanding
      Principal Amount then being paid. No Prepayment Fee shall be due on any
      payments made after August 1, 2007. The Prepayment Fee shall be payable
      simultaneously with Mezzanine Borrower's payment of the Principal Amount.

      PREPAYMENT NOTICE shall have the meaning provided in Section 4(a)(i).

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      PRINCIPAL AMOUNT shall mean Two Hundred Fifty Million Dollars
      ($250,000,000) or so much as may be outstanding under this Mezzanine Note
      from time to time.

      TELERATE PAGE 3750 shall mean the display designated as "Page 3750" on the
      Dow Jones Telerate Service (or such other page as may replace Page 3750 on
      that service) or such other service as may be nominated by the British
      Bankers' Association as the information vendor for the purpose of
      displaying British Bankers' Association Interest Settlement Rates for U.S.
      Dollar deposits.

2.    INTEREST.

      a.    Prior to the Maturity Date, interest shall accrue on the Principal
            Amount as follows:

            i.    from and including the date hereof to, but not including,
                  February 1, 2006, at a rate per annum equal to 7.13925%; and

            ii.   from and including the first (1st) day of the second (2nd)
                  Interest Period following the date of this Mezzanine Note
                  (i.e. February 1, 2006), and thereafter during each Interest
                  Period during the term of this Mezzanine Note, at the LIBOR
                  Rate.

      b.    From and after the Maturity Date and from and after the occurrence
            and during the continuance of any Event of Default, interest shall
            accrue on the Principal Amount at the Default Rate.

      c.    Except as expressly set forth in the Mezzanine Loan Agreement to the
            contrary, interest shall accrue on all amounts advanced by Mezzanine
            Lender pursuant to the Loan Documents (Third Mezzanine) (other than
            the Principal Amount, which shall accrue interest in accordance with
            clauses a. and b. above) at the Default Rate.

      d.    Interest, for any given Interest Period, shall be computed on the
            Principal Amount on the basis of a fraction, the denominator of
            which shall be 360 and the numerator of which shall be the actual
            number of days in the relevant Interest Period.

      e.    The provisions of this Section 2 are subject in all events to the
            provisions of Section 2.2.4 of the Mezzanine Loan Agreement.

3.    PAYMENTS.

      a.    On each Payment Date, Mezzanine Borrower shall pay to Mezzanine
            Lender interest accruing hereunder for the entire Interest Period
            with respect to such Payment Date.

      b.    All payments made by Mezzanine Borrower hereunder or under any of
            the Loan Documents (Third Mezzanine) shall be made on or before
            12:00 noon New York

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            City time. Any payments received after such time shall be credited
            to the next following Business Day.

      c.    All amounts advanced by Mezzanine Lender pursuant to the Loan
            Documents (Third Mezzanine), other than the Principal Amount, or
            other charges provided in the Loan Documents (Third Mezzanine),
            shall be due and payable as provided in the Loan Documents (Third
            Mezzanine). In the event any such advance or charge is not so repaid
            by Mezzanine Borrower, Mezzanine Lender may, at its option, first
            apply any payments received under this Mezzanine Note to repay such
            advances, together with any interest thereon, or other charges as
            provided in the Loan Documents (Third Mezzanine), and the balance,
            if any, shall be applied in payment of any installment of interest
            or principal then due and payable.

      d.    The entire Principal Amount of this Mezzanine Note, all unpaid
            accrued interest, all interest that would accrue on the Principal
            Amount through the end of the Interest Period during which the
            Maturity Date occurs (even if such period extends beyond the
            Maturity Date) and all other fees and sums then payable hereunder or
            under the Loan Documents (Third Mezzanine) including, without
            limitation the Prepayment Fee, if applicable (collectively, the
            MATURITY DATE PAYMENT), shall be due and payable in full on the
            Maturity Date.

      e.    Amounts due on this Mezzanine Note shall be payable, without any
            counterclaim, setoff or deduction whatsoever, at the office of
            Mezzanine Lender or its agent or designee at the address set forth
            on the first page of this Mezzanine Note or at such other place as
            Mezzanine Lender or its agent or designee may from time to time
            designate in writing.

      f.    All amounts due under this Mezzanine Note, including, without
            limitation, interest and the Principal Amount, shall be due and
            payable in lawful money of the United States.

      g.    To the extent that Mezzanine Borrower makes a payment or Mezzanine
            Lender receives any payment or proceeds for Mezzanine Borrower's
            benefit, which are subsequently invalidated, declared to be
            fraudulent or preferential, set aside or required to be repaid to a
            trustee, debtor in possession, receiver, custodian or any other
            party under any bankruptcy law, common law or equitable cause, then,
            to such extent, the obligations of Mezzanine Borrower hereunder
            intended to be satisfied shall be revived and continue as if such
            payment or proceeds had not been received by Mezzanine Lender.

4.    PREPAYMENTS.

      a.    Voluntary Prepayments. Borrower shall be entitled to make a
            prepayment of all or a portion of the Principal Amount on any
            Business Day upon satisfaction of the following conditions:

            i.    Mezzanine Borrower shall provide prior written notice (the
                  PREPAYMENT NOTICE) to Mezzanine Lender specifying the proposed
                  Business Day on

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                  which the prepayment is to be made, which date shall be no
                  earlier than thirty (30) days after the date of such
                  Prepayment Notice (the date of a prepayment pursuant to this
                  Section 4(a) and Section 4(b) below being the PREPAYMENT
                  DATE). Any such Prepayment Notice shall be revocable by
                  Mezzanine Borrower (but not more than two (2) times in any
                  twelve (12) month period) provided, however, if Mezzanine
                  Borrower elects to so revoke a Prepayment Notice, Mezzanine
                  Borrower shall reimburse Mezzanine Lender for the actual
                  out-of-pocket expenses incurred by Mezzanine Lender in
                  connection with such revocation; and

            ii.   Mezzanine Borrower shall comply with the provisions set forth
                  in Section 4(c) of this Mezzanine Note.

      b.    Mandatory Prepayments.

            i.    On the next occurring Payment Date following the date on which
                  Mezzanine Borrower actually receives any Proceeds, Mezzanine
                  Borrower shall prepay the outstanding principal balance of the
                  Mezzanine Note in an amount equal to one hundred percent
                  (100%) of such Proceeds together with the payment of the
                  Prepayment Fee; and

            ii.   Mezzanine Borrower shall comply with the provisions set forth
                  in Section 4(c) of this Mezzanine Note.

      c.    Payments in Connection with a Prepayment.

            i.    On the date on which a prepayment, voluntary or mandatory, is
                  made under this Mezzanine Note or as required under the
                  Mezzanine Loan Agreement, Mezzanine Borrower shall pay to
                  Mezzanine Lender all unpaid interest on the Principal Amount
                  prepaid, such unpaid interest calculated, (1) in the event
                  prepayment is made on any day other than the first day of an
                  Interest Period, through the end of the Interest Period during
                  which such prepayment occurs (in which case accrued interest
                  shall be calculated as if such Interest Period extends beyond
                  the date of such prepayment and be calculated as if the Loan
                  has not been prepaid on such date), and (2) in the event such
                  prepayment is made on the first day of an Interest Period,
                  through the Prepayment Date. Notwithstanding the foregoing,
                  provided the Loan is still owned solely by German American
                  Capital Corporation at the time of such prepayment, Mezzanine
                  Borrower shall only be required to pay Mezzanine Lender all
                  unpaid interest on the Principal Amount prepaid, such unpaid
                  interest calculated through the Prepayment Date.

            ii.   On the Prepayment Date, Mezzanine Borrower shall pay to
                  Mezzanine Lender all other sums, not including scheduled
                  interest payments but including and not limited to, the
                  Prepayment Fee (provided, however, the Prepayment Fee shall
                  not be applicable to a release of the Claremont

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                  Property pursuant to Section 2.3.5 of the Mezzanine Loan
                  Agreement), then due under the Mezzanine Note, the Mezzanine
                  Loan Agreement, the Pledge, and the other Loan Documents
                  (Third Mezzanine); and

            iii.  Mezzanine Borrower shall pay all costs and expenses of
                  Mezzanine Lender incurred in connection with the prepayment
                  (including without limitation, any costs and expenses
                  associated with a release of the Lien of the related Pledge as
                  set forth in Section 2.3.3 of the Mezzanine Loan Agreement as
                  well as reasonable attorneys' fees and expenses).

5.    MISCELLANEOUS.

      a.    Waiver. Mezzanine Borrower and all endorsers, sureties and
            guarantors hereby jointly and severally waive all applicable
            exemption rights, valuation and appraisement, presentment for
            payment, demand, notice of demand, notice of nonpayment or dishonor,
            protest and notice of protest of this Mezzanine Note, and, except as
            otherwise expressly provided in the Loan Documents (Third
            Mezzanine), all other notices in connection with the delivery,
            acceptance, performance, default or enforcement of the payment of
            this Mezzanine Note. Mezzanine Borrower and all endorsers, sureties
            and guarantors consent to any and all extensions of time, renewals,
            waivers or modifications that may be granted by Mezzanine Lender
            with respect to the payment or other provisions of this Mezzanine
            Note and to the release of the collateral securing this Mezzanine
            Note or any part thereof, with or without substitution, and agree
            that additional makers, endorsers, guarantors or sureties may become
            parties hereto without notice to them or affecting their liability
            under this Mezzanine Note.

      b.    Non-Recourse. Recourse to Mezzanine Borrower or any other Person
            with respect to any claims arising under or in connection with this
            Mezzanine Note shall be limited to the extent provided in Section 18
            of the Mezzanine Loan Agreement and the terms, covenants and
            conditions of Section 18 of the Mezzanine Loan Agreement are hereby
            incorporated by reference as if fully set forth in this Mezzanine
            Note.

      c.    Mezzanine Note Secured. This Mezzanine Note and all obligations of
            Mezzanine Borrower hereunder are secured by the Mezzanine Loan
            Agreement, the Pledge and the other Loan Documents (Third
            Mezzanine).

      d.    Notices. Any notice, election, request or demand which by any
            provision of this Mezzanine Note is required or permitted to be
            given or served hereunder shall be given or served in the manner
            required for the delivery of notices pursuant to the Mezzanine Loan
            Agreement.

      e.    Entire Agreement. This Mezzanine Note, together with the other Loan
            Documents (Third Mezzanine), constitutes the entire and final
            agreement between Mezzanine Borrower and Mezzanine Lender with
            respect to the subject matter

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            hereof and thereof and may only be changed, amended, modified or
            waived by an instrument in writing signed by Mezzanine Borrower and
            Mezzanine Lender.

      f.    No Waiver. No waiver of any term or condition of this Mezzanine
            Note, whether by delay, omission or otherwise, shall be effective
            unless in writing and signed by the party sought to be charged, and
            then such waiver shall be effective only in the specific instance
            and for the purpose for which given. No notice to, or demand on,
            Mezzanine Borrower shall entitle Mezzanine Borrower to any other or
            future notice or demand in the same, similar or other circumstances.

      g.    Successors and Assigns. This Mezzanine Note shall be binding upon
            and inure to the benefit of Mezzanine Borrower and Mezzanine Lender
            and their respective successors and permitted assigns. Upon any
            endorsement, assignment, or other transfer of this Mezzanine Note by
            Mezzanine Lender or by operation of law, the term "Mezzanine Lender"
            as used herein, shall mean such endorsee, assignee, or other
            transferee or successor to Mezzanine Lender then becoming the holder
            of this Mezzanine Note. The term "Mezzanine Borrower" as used herein
            shall include the respective successors and assigns, legal and
            personal representatives, executors, administrators, devisees,
            legatees and heirs of Mezzanine Borrower, if any.

      h.    Captions. All paragraph, section, exhibit and schedule headings and
            captions herein are used for reference only and in no way limit or
            describe the scope or intent of, or in any way affect, this
            Mezzanine Note.

      i.    Severability. The provisions of this Mezzanine Note are severable,
            and if any one clause or provision hereof shall be held invalid or
            unenforceable in whole or in part, then such invalidity or
            unenforceability shall affect only such clause or provision, or part
            thereof, and not any other clause or provision of this Mezzanine
            Note.

      j.    GOVERNING LAW. THIS MEZZANINE NOTE SHALL BE GOVERNED BY, AND
            CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
            PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
            MEZZANINE BORROWER AGREES THAT, AT MEZZANINE LENDER'S OPTION, ANY
            SUIT FOR THE ENFORCEMENT OF THIS MEZZANINE NOTE OR ANY OTHER
            MEZZANINE LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
            NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE
            NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS
            IN ANY SUCH SUIT BEING MADE UPON MEZZANINE BORROWER IN THE MANNER
            AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THE MEZZANINE LOAN
            AGREEMENT. MEZZANINE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT
            MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
            COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

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      k.    JURY TRIAL WAIVER. MEZZANINE BORROWER AND ALL PERSONS CLAIMING BY,
            THROUGH OR UNDER IT HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND
            INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
            ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS MEZZANINE NOTE,
            INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION
            THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
            TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
            THIS MEZZANINE NOTE (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER
            INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
            CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
            IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
            IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
            CONTRACT OR TORT OR OTHERWISE; AND MEZZANINE BORROWER HEREBY AGREES
            AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
            MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
            HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. MEZZANINE
            BORROWER ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL
            REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS
            WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE MEZZANINE
            LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE MEZZANINE LOAN.

      l.    Counterclaims and other Actions. Mezzanine Borrower hereby expressly
            and unconditionally waives, in connection with any suit, action or
            proceeding brought by Mezzanine Lender on this Mezzanine Note, any
            and every right it may have to (i) interpose any counterclaim
            therein (other than a counterclaim which can only be asserted in the
            suit, action or proceeding brought by Mezzanine Lender on this
            Mezzanine Note and cannot be maintained in a separate action) and
            (ii) have any such suit, action or proceeding consolidated with any
            other or separate suit, action or proceeding.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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      IN WITNESS WHEREOF, Mezzanine Borrower has caused this Mezzanine Note to
be executed and delivered as of the day and year first above written.

                                      MEZZANINE BORROWER:

                                      CNL RESORT INTERMEDIATE MEZZ, LP,
                                      a Delaware limited partnership

                                      By: CNL Resort Intermediate Mezz GP, LLC,
                                          a Delaware limited liability company,
                                          its sole general partner

                                          By:    /s/ John X. Brady, Jr.
                                                 ----------------------
                                          Name:  John X. Brady, Jr.
                                          Title: Vice President

                                 Note Execution